As filed with the Securities and Exchange Commission on March 15, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DESKTOP METAL, INC.
(Exact name of registrant as specified in its charter)
Delaware | 83-2044042 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
63 3rd Avenue, Burlington, MA | 01803 | |
(Address of Principal Executive Offices) | (Zip Code) |
DESKTOP METAL, INC. 2020 INCENTIVE AWARD PLAN
(Full title of the plan)
Meg Broderick
General Counsel
Desktop Metal, Inc.
63 3rd Avenue
Burlington, MA 01803
(Name and address of agent for service)
(978) 224-1244
(Telephone number, including area code, of agent for service)
Copies to:
Daniel S. Hoffman, Esq.
Elisabeth M. Martin, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
(617) 880-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | x |
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering an additional 49,020,732 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Desktop Metal, Inc. (the “Registrant”) to be issued pursuant to the Desktop Metal, Inc. 2020 Incentive Award Plan (the “2020 Plan”), pursuant to the “evergreen” provision in the 2020 Plan, which allows for an annual increase in the number of shares of the Company’s Class A Common Stock reserved and available for issuance thereunder. The additional shares being registered are of the same class as those shares previously registered on the effective registration statement on Form S-8 filed with the Commission on June 2, 2021 (File No. 333-256722) (the “2021 Registration Statement”). The contents of the 2021 Registration Statement, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act of 1933, as amended, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, Commonwealth of Massachusetts, on this 15th day of March 2024.
DESKTOP METAL, INC. | ||
By: | /s/ Ric Fulop | |
Ric Fulop | ||
Chief Executive Officer and Chairman |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ric Fulop and Jason Cole, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for such person in such person’s, place and stead, in any and all capacities, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 of Desktop Metal, Inc., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities held on the dates indicated.
Signature |
Title |
Date |
/s/ Ric Fulop |
Chairman and Chief Executive Officer |
March 15, 2024 |
Ric Fulop | (principal executive officer) | |
/s/ Jason Cole |
Chief Financial Officer |
March 15, 2024 |
Jason Cole | (principal financial officer and principal accounting officer) |
|
/s/ Scott Dussault |
Director |
March 15, 2024 |
Scott Dussault | ||
/s/ James Eisenstein |
Director |
March 15, 2024 |
James Eisenstein | ||
/s/ Dayna Grayson |
Director |
March 15, 2024 |
Dayna Grayson | ||
/s/ Wen Hsieh |
Director |
March 15, 2024 |
Wen Hsieh | ||
/s/ Jeff Immelt |
Director |
March 15, 2024 |
Jeff Immelt | ||
/s/ Stephen Nigro |
Director |
March 15, 2024 |
Stephen Nigro | ||
/s/ Steve Papa |
Director |
March 15, 2024 |
Steve Papa | ||
/s/ Bilal Zuberi |
Director |
March 15, 2024 |
Bilal Zuberi |